Paynoy deals API Terms of Use

Last Updated: March 25, 2010

This document governs the terms under which you may access and use the application programming interface that is made available on this website (the “API”), and the data transmitted through the API (the “Paynoy Content”). This document incorporates the terms of the following additional documents, including all future amendments or modifications thereto (collectively, and together with this document, the “API Agreement”):

By accessing or using the API or Paynoy Content, you agree to be bound by the API Agreement. If you access or use the API or Paynoy Content on behalf of a company, principal or other entity, you represent that you have authority to bind such entity and its affiliates to the API Agreement and that it is fully binding upon them. In such case, the term “you” will refer to such entity and its affiliates. If you do not have authority, or if you do not agree with the terms of the API Agreement, you may not access or use the API or Paynoy Content. You should read and keep a copy of each component of the API Agreement for your records. In the event of a conflict among them, the terms of this document will control.

1. Purpose

The API is made available by Paynoy , Inc. Paynoy ") to enable others to access valuable local information and present it to their end users in new and imaginative ways that are more complementary than competitive in nature to Paynoy ’s own services. With this in mind, Paynoy reserves the right to continually review and evaluate all uses of the API.

2. Changes

Paynoy reserves the right to modify or revise the API Agreement at any time. You should visit this website periodically to review the documents comprising the API Agreement and check for updates. Your continued use of the API after the effective date of any such changes will constitute your acceptance of and agreement to such changes. If YOU DO NOT WISH TO BE BOUND TO ANY NEW TERMS, YOU MUST TERMINATE THE API AGREEMENT BY IMMEDIATELY CEASING USE OF THE API.

3. Registration

In order to access or use the API, you must first register for and receive a valid Paynoy Web Service I.D. (“GWSID”). You are only allowed to register for and use one GWSID, unless otherwise permitted by Paynoy in writing. All queries sent to the API requesting data must reference your valid GWSID. You agree to keep your GWSID confidential and not to share it with any third party.

4. License

Subject to the terms set forth in the Paynoy Branding Requirements and elsewhere in the API Agreement, Paynoy grants you a non-exclusive, revocable, non-sublicensable, non-transferable license to (i) access and use the API to receive the Paynoy Content; (ii) display the Paynoy Content on your website or internet-connected application for mobile devices (“Your Site”); and (iii) reproduce and display the Paynoy name and logo (the “Paynoy Brand Features”) solely in order to comply with the Paynoy Branding Requirements.

You may not use the API, Paynoy Content, or Paynoy Brand Features for any other purpose without Paynoy ’s prior written consent. These license rights are further limited by the restrictions set forth elsewhere in the API Agreement, and all rights not expressly granted to you hereunder are reserved by Paynoy . You acknowledge and agree that Paynoy may monitor Your Site in order to confirm compliance with the API Agreement.

5. Restrictions

You agree that you will not, and will not assist or enable others to:

cache, record, pre-fetch, or otherwise store any portion of the Paynoy Content, or attempt or provide a means to execute any “bulk download” operations;

modify the Paynoy Content, or use it to update or create your own database of business listing information;

create or disclose metrics about, or perform any statistical analysis of, the API or Paynoy Content;

use the API on behalf of any third party;

display Paynoy Brand Features or Paynoy Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Paynoy , other than your permitted use of the API under the terms of the API Agreement;

use the API in a manner that impacts the stability of Paynoy ’s servers or impacts the behavior of other applications using the API;

display the Paynoy Content on any site that disparages Paynoy or its products or services, or infringes any Paynoy intellectual property or other rights;

use the API or Paynoy Content in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Paynoy ’s sole discretion) to Paynoy , its providers, its suppliers, end users of this website, or your end users;

use the API, Paynoy Content or Paynoy Brand Features in a manner that could reasonably be interpreted to suggest that Paynoy is the author or entity that is responsible, in whole or in part, for the creation or development of any Paynoy Content or that such Paynoy Content represents the views of Paynoy ;

As between you and Paynoy , the API, Paynoy Content, Paynoy Brand Features, and all intellectual property rights contained in the foregoing, are and will at all times remain the sole and exclusive property of Paynoy and are protected by applicable intellectual property laws and treaties (whether those rights happen to be registered or not, and wherever in the world those rights may exist.). You agree that at no time during or after the termination of the API Agreement will you attempt to register any trademarks (including domain names) that are confusingly similar in any way to those of Paynoy Brand Features or Paynoy Content.

7. Termination

Paynoy reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice to you, to change, suspend or discontinue the API and/or suspend or terminate your rights under the API Agreement to access, use and/or display (as applicable) the API, Paynoy Brand Features and/or any Paynoy Content. Any termination of the API Agreement will also immediately terminate the licenses granted to you hereunder. Such change, suspension or termination of the API may cause your existing services using the API to stop functioning properly. Upon any termination of the API Agreement, you will promptly delete and remove all calls to the API from all web pages, scripts, widgets, applications, and other software in your possession or under your control; promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, Paynoy Brand Features and/or any Paynoy Content; and you will promptly certify in writing to Paynoy that such actions have been taken.

8. Indemnity

You agree that your use of the API is at your own risk and you agree to hold harmless, defend (subject to Paynoy ’s right to participate with counsel it selects) and indemnify Paynoy and its subsidiaries, affiliates, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fee) arising from, or in any way related to your or your end users’ use or implementation of the API or any Paynoy Content obtained from the API. You will not agree to any settlement that imposes any obligation on Paynoy without Paynoy ’s prior consent.

9. No Warranties; No Support

THE API , Paynoy BRAND FEATURES AND Paynoy CONTENT ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND AND AT YOUR SOLE RISK. EXCEPT TO THE MAXIMUM EXTENT REQUIRED BY APPLICABLE LAW, Paynoy DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND DUTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, Paynoy BRAND FEATURES AND ANY Paynoy CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, Paynoy DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE API WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT THE API AGREEMENT DOES NOT ENTITLE YOU TO ANY SUPPORT FOR THE API. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM Paynoy WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE API AGREEMENT.

10. Limitation of Liability

THE API IS BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT Paynoy SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE API. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL Paynoy OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF Paynoy HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THE API AGREEMENT MUST BE BROUGHT WITHIN (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IF SUCH CLAIM IS NOT FILED, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS, AND TO Paynoy AND ITS SUCCESSORS. NOTWITHSTANDING THE FOREGOING, Paynoy ’S MAXIMUM LIABILITY UNDER THIS API AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED US$50.00.

11. Limited Relationship

Paynoy and you are, and will remain, independent contractors, and nothing in the API Agreement will be construed as creating an employer-employee relationship, partnership or joint venture. Although you are permitted to publicize your use of the API, you agree not to make any other statements, without the prior written consent of Paynoy , implying a different kind of relationship between you and Paynoy , including any implied endorsement of your content, products, or services by Paynoy . You do not have any authority of any kind to bind Paynoy in any respect whatsoever.

12. Miscellaneous

The API Agreement encompasses the entire agreement between you and Paynoy regarding the subject matter discussed therein. The API Agreement, and any disputes arising from or relating to the interpretation thereof, will be governed by and construed under the laws of the State of Illinois without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of Illinois, City of Chicago. The failure of Paynoy to exercise or enforce any right or provision of the API Agreement will not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of the API Agreement is found to be unenforceable or invalid, that provision will be replaced with terms that most closely match the intent of the provision that is not enforceable to the minimum extent necessary so that the remaining API Agreement will otherwise remain in full force and effect and enforceable. The API Agreement is not assignable, transferable or sublicensable, in whole or in part, by you except with Paynoy ’s prior written consent. Paynoy may assign the API Agreement, in whole or in part, at any time with or without notice to you. Any attempt to do so is void. The section titles in the API Agreement are for convenience only and have no legal or contractual effect.

13. Survival

Sections 6, 8, 9, 10, and 13 will survive any expiration or termination of this API Agreement for any reason.

14. Contact and Violations

Please contact Paynoy with any questions regarding the API Agreement. Please report any violations of the API Agreement to deals@paynoy.com